VanEck has placed Metaplanet in its “Bad” category for executive compensation among the 10 largest digital asset treasury companies. The assessment follows a review of equity compensation structures and comes despite two recent reductions to Metaplanet’s executive option pool.
The Japanese Bitcoin treasury company has faced growing scrutiny over potential shareholder dilution linked to its Series 10 stock acquisition rights. VanEck’s September 18 research found that Metaplanet failed all four compensation tests used in its review.
Executive Compensation Under Scrutiny
VanEck examined four areas of executive compensation:
- The size of the equity plan relative to fully diluted shares
- The portion of the pool held by named officers
- Whether the pool can expand without shareholder approval
- Whether the largest award includes a performance hurdle
Metaplanet’s option pool represented 14.7% of fully diluted shares, compared with a 4% average among the other companies reviewed. Officer exposure reached 8.2%, versus an average of 0.8% among its peers.
The structure originated before Metaplanet adopted its Bitcoin treasury strategy. However, the pool expanded as the company issued shares to finance Bitcoin purchases.
Recent Cuts Reduce the Pool
Metaplanet first amended the structure on August 18 by removing the automatic adjustment mechanism. The company then reduced the number of shares tied to the remaining rights on September 11.
The second change cut the potential share pool by about 41%, from roughly 319.5 million shares to 188.2 million. However, shares already issued to option holders were not canceled.
The changes also reduced the potential dilution remaining under the program. Metaplanet said the adjustment would increase Bitcoin per fully diluted share by about 8.8%.
VanEck nevertheless maintained its “Bad” classification because the revised structure still exceeds peer levels and retains other features that failed its screening criteria.
What Comes Next for Metaplanet
VanEck identified several potential changes that could address its concerns. These include canceling additional shares created by the earlier formula, adopting a smaller shareholder-approved compensation plan, linking executive rewards to Bitcoin per share, and establishing clearer rules for grant timing.
Metaplanet has also indicated that it is reviewing its governance and compensation policies. The company’s next compensation framework could therefore become an important test of how it balances executive incentives with shareholder dilution.
